LONDON, UK: The board of directors of RM Infrastructure Income plc (the “Company”) has decided to propose a managed wind-down of the Company after consulting with its advisers and shareholders and receiving various offers from third parties.

The Board believes that the Managed Wind-Down is the best option for shareholders and urges them to vote in favour of it for the reasons explained below.

The Company has achieved its investment goal of providing attractive NAV total returns, outperforming many other fixed income alternatives, and generating a high and growing net interest income above the annual dividend target of 6.5 pence per share*, despite facing several periods of volatility since its inception nearly seven years ago.

The Company’s management and performance, as well as its investment focus and strategy, have been widely appreciated by the shareholders who were consulted, but other factors, such as the Company’s small size, persistent discount to net asset value at which the shares have been trading and liquidity of the shares, have limited the Company’s growth potential.

The Board has also evaluated several proposals regarding a possible merger of RMII’s assets with another suitable investment company or fund, and sought further feedback from shareholders, as an alternative to a managed wind-down, in what turned out to be a much more complicated process than initially expected.

The shareholders expressed different opinions on the merits of a possible merger versus the alternative. The Board has therefore considered what is feasible and in the best interests of all shareholders in reaching its decision to propose a managed wind-down.

The Board expects that the approval of the Managed Wind-Down will not lead to an immediate liquidation of the Company, rather a gradual disposal of the Company’s underlying assets, with capital returned to shareholders as the Company’s underlying loans are repaid to it, and its equity and warrant assets are sold in each case in a way that seeks to maximise shareholder value.

The Company will retain the ability to extend loan maturities or provide additional funding to existing borrowers where the Board considers that doing so will maximise the returns to shareholders in the timeframe in which the Company will otherwise be dealing with the Managed Wind-Down.

The Company’s listing will be maintained during the disposal period. The Board also intends to maintain its current target level of dividend until the start of the orderly disposal.

Accordingly, the Board plans to publish a shareholder circular by the end of October 2023 (the “Circular”) to convene a general meeting (the “General Meeting”) at which it will seek approval from shareholders for the Managed Wind-down and any related matters required to facilitate an orderly disposal.

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